Salesforce.com 2005 Annual Report Download - page 170

(b) Limitations on Forms of Consideration.
(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months (and not used for
another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.
(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to
establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to
one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.
7.4 Effect of Termination of Service.
(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the
Board in the grant of an Option and set forth in the Award Agreement, an Option shall be exercisable after a Participant's termination of Service only during
the applicable time period determined in accordance with this Section 7.4 and thereafter shall terminate:
(i) Disability. If the Participant's Service terminates because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian or
legal representative) at any time prior to the expiration of one (1) year (or such longer period of time as determined by the Board, in its discretion) after the
date on which the Participant's Service terminated, but in any event no later than the date of expiration of the Option's term as set forth in the Award
Agreement evidencing such Option (the "Option Expiration Date").
(ii) Death. If the Participant's Service terminates because of the death of the Participant, the Option, to the extent unexercised and
exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant's legal representative or other person who acquired
the right to exercise the Option by reason of the Participant's death at any time prior to the expiration of one (1) year (or such longer period of time as
determined by the Board, in its discretion) after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration
Date. The Participant's Service shall be deemed to have terminated on account of death if the Participant dies within ninety (90) days (or such longer period of
time as determined by the Board, in its discretion) after the Participant's termination of Service.
(iii) Termination After Change in Control. If the Participant's Service terminates for any reason except Disability or death upon
or within one (1)